Common use of Pre-Closing Estimates Clause in Contracts

Pre-Closing Estimates. (a) At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”), certified by the chief executive officer or chief financial officer of the Company, along with reasonable supporting documentation and detail to evidence the calculation of such amount, setting forth the Company’s good faith estimate of (i) the Cash and Cash Equivalents as of immediately prior to the Closing, disregarding any remaining balance of the proceeds from the Bridge Note (the “Estimated Cash”), (ii) the estimated Indebtedness [***] (the “Estimated Indebtedness”) and (iii) the estimated Company Transaction Expenses (the “Estimated Company Transaction Expenses”). The good faith estimate shall be prepared in accordance with the definitions of “Cash and Cash Equivalents”, “Indebtedness” and “Company Transaction Expenses” as set forth in this Agreement. The amount of such Estimated Cash, such Estimated Indebtedness and such Estimated Company Transaction Expenses shall be taken into account for purposes of calculating the Net Closing Merger Consideration. The parties agree that for purposes of preparing the Estimated Cash, such estimates shall be calculated in accordance with GAAP consistently applied with the accounting methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Audited Financial Statements. The Company shall provide a preliminary draft of the Estimated Closing Statement at least four (4) Business Days prior to the Closing Date, and will make its advisors reasonably available to Buyer and Buyer’s advisors to discuss the calculations therein, and will consider Buyer’s comments thereto in good faith.

Pre-Closing Estimates. (a) At least two five (25) Business Days prior to the Closing DateClosing, Holdings shall submit to the Company shall deliver to Buyer Parent a written statement (the “Estimated Estimate”) in substantially the form as the Closing Statement (the “Closing Statement”)) and Final Statement attached as Exhibit A hereto, certified by the chief executive officer or chief financial officer of the Company, along with which sets forth in reasonable supporting documentation and detail to evidence the calculation of such amount, setting forth the Company’s (i) Holdings’ good faith estimate of Closing Date Indebtedness (i“Estimated Closing Date Indebtedness”) and (ii) Holdings’ good faith estimate of the Cash Closing Working Capital Value (“Estimated Working Capital Value”), each as determined in a manner consistent with past practices and Cash Equivalents in accordance with GAAP. Holdings shall grant the Parent full access to the books, records and personnel of Holdings and the Company and the opportunity to consult with Holdings for purposes of confirming or disputing the Estimate, prior to the Closing. If Parent agrees with the Estimated Closing Date Indebtedness and Estimated Working Capital Value, each as set forth on the Estimate, then such amounts shall be used for the purposes of immediately determining the Closing Date Equity Payment. If the Parent shall disagree, in good faith, with any item set forth in the Estimate, and notifies Holdings in writing of such disagreement prior to the Closing, disregarding any remaining balance of then Parent and Holdings shall each work, in good faith, to reach agreement on such items and the proceeds from the Bridge Note (the “Estimated Cash”), (ii) the estimated Indebtedness [***] (the “Estimated Indebtedness”) amounts as agreed to by Parent and (iii) the estimated Company Transaction Expenses (the “Estimated Company Transaction Expenses”). The good faith estimate Holdings shall be prepared in accordance with the definitions of “Cash and Cash Equivalents”, “Indebtedness” and “Company Transaction Expenses” as set forth in this Agreement. The amount of such Estimated Cash, such Estimated Indebtedness and such Estimated Company Transaction Expenses shall be taken into account for purposes of calculating the Net Closing Merger Consideration. The parties agree that for purposes of preparing the Estimated Cash, such estimates shall be calculated in accordance with GAAP consistently applied with the accounting methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Audited Financial Statements. The Company shall provide a preliminary draft of deemed the Estimated Closing Statement at least four (4) Business Days prior to the Closing Date, Date Indebtedness and will make its advisors reasonably available to Buyer and Buyer’s advisors to discuss the calculations therein, and will consider Buyer’s comments thereto in good faithEstimated Working Capital Value for all purposes under this Agreement.